Business Integrity Form

BUSINESS INTEGRITY FORM

Date of Agreement:

PARTIES

Company Name:

Other Party Name:

RECITALS

WHEREAS, Company Name represents that it is engaged in lawful business activities and maintains policies and procedures designed to ensure compliance with applicable anti-corruption, anti-bribery, sanctions and trade-control laws; and

WHEREAS, Other Party has been engaged to perform certain services or provide certain goods for Company Name and represents that it will perform those obligations in accordance with applicable law and the terms of this Business Integrity Form; and

WHEREAS, the parties seek to set forth certain integrity, confidentiality and payment terms to manage risks arising from the business relationship and to confirm the parties' mutual obligations and certifications.

SCOPE OF WORK

PAYMENT TERMS

Late Payment: If any undisputed amount is not paid within the period set forth above, interest shall accrue at the lesser of (i) % per month compounded monthly, or (ii) the maximum rate permitted by applicable law. In addition, a late fee of USD may be assessed for each late invoice.

TERM AND TERMINATION

Term Start Date:    Term End Date:

Either party may terminate this agreement for cause upon written notice if the other party materially breaches any obligation and fails to cure within the notice period specified above. Termination for convenience is permitted upon prior written notice equal to the notice period, subject to payment for services performed through the effective termination date.

CONFIDENTIALITY

Each party shall protect Confidential Information of the other party using at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential Information shall not be disclosed to third parties except as expressly permitted in writing or as required by law, provided that the disclosing party is given prompt notice and an opportunity to contest such disclosure.

Certification: By signing below, the authorized representative of each party certifies that they will not, directly or indirectly, offer, promise, give or authorize the giving of any undue financial or other advantage to any public official, customer or third party for the purpose of obtaining or retaining business or securing an improper advantage, and that they will comply with all anti-corruption and anti-bribery laws applicable to their performance under this agreement.

COMPLIANCE AND REPRESENTATIONS

The undersigned represents and warrants, to the best of its knowledge, that:

  It and its principals are not debarred, suspended, or otherwise ineligible to participate in transactions with governmental entities.

  Performance under this agreement does not create any undisclosed conflict of interest with any existing obligation.

  It will comply with all applicable anti-bribery, sanctions, export control and trade laws in the jurisdictions in which it operates.

GOVERNING LAW

This Business Integrity Form shall be governed by and construed in accordance with the laws of , excluding its conflict of laws rules. Any dispute arising out of or relating to this Form shall be resolved in the courts of .

ENTIRE AGREEMENT

This Business Integrity Form, including any attachments or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

Sign Now